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EX-3.1 - AMENDMENT OF CERTIFICATE OF INCORPORATION - Axos Financial, Inc.exhibit3120131024amendment.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


 
Date of Report (Date of earliest event reported):  October 24, 2013


BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51201
33-0867444
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
Number)
 


4350 La Jolla Village Drive, Suite 140, San Diego, CA
92122
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (858) 350-6200          
 


Not Applicable
(Former name or former address, if changed since last report.)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o                                    Written communications pursuant to Rule 425 under the Securities Act
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act





Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 24, 2013, the stockholders of BofI Holding, Inc., (the “Company”) parent of BofI Federal Bank, approved an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock available for issuance from 25,000,000 to 50,000,000 shares.  The amendment to the Company’s certificate of incorporation was filed with the Secretary of State of Delaware on October 25, 2013 and is also filed as Exhibit 3.1 hereto.

Item 5.07 Submission of matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on October 24, 2013. Proxy statements were sent to all of the Company's common stockholders of record as of September 13, 2013. Set forth below are the voting results for each of the matters submitted to a vote of the stockholders.
The first proposal was the election of the following three directors: James S. Argalas, James J. Court, and Edward J. Ratinoff. All three directors were elected with the following votes tabulated:
 
For
Withheld
Non-Votes 
James S. Argalas
6,444,601
247,195
5,439,502
James J. Court
6,442,529
249,267
5,439,502
Edward J. Ratinoff
6,442,751
249,045
5,439,502

The second proposal was to approve an amendment to the Company's certificate of incorporation to increase the number of authorized share of common stock available for issuance from 25,000,000 to 50,000,000 shares:
For
Against
Abstain
Non-Votes
10,055,249
1,986,799
89,250
0

                                                
The third proposal was an advisory vote to ratify the selection of BDO USA, LLP to audit the Company's financial statements for fiscal year 2014:
For
Against
Abstain
Non-Votes
12,067,265
19,761
44,272
0



Item 9.01 - Financial Statements and Exhibits

(d)    Exhibits.         
Exhibit
 
Description
3.1
 
Certificate of Amendment of Certificate of Incorporation of BofI Holding, Inc.
 
 
 






SIGNATURE

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BofI HOLDING, INC.
 
 
 
 
Date: October 28, 2013
By:
/s/ Andrew J. Micheletti
 
 
 
Andrew J. Micheletti
 
 
EVP and Chief Financial Officer